Any natural person whose individual net worth, or joint net worth with that person’s spouse or spousal equivalent, exceeds $1 million (excluding equity in that person’s principal residence).

Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.

Any natural person who is a holder in good standing of the Series 7, Series 65, or Series 82 licenses.

Any trust ,with total assets in excess of $5 million, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a “sophisticated” person who is “sophisticated”.

Any entity in which all the equity owners are accredited investors.

Any corporation ,limited liability company or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5 million.

Any “family office" ”with at least $5 million in assets under management and its “family clients” as each term is defined under the Investment Advisers Act of 1940.

See Rule 501 for the full definition of “accredited investor”.